BYLAWS

                                       OF

                        TRI-COUNTY FINANCIAL CORPORATION

                                    ARTICLE I

                                   HOME OFFICE

     The  home  office  of   Tri-County   Financial   Corporation   (herein  the
"Corporation") shall be at Route 5 in Waldorf.

                                   ARTICLE II

                                  Stockholders

     SECTION  1.  Place  of  Meetings.   All  annual  and  special  meetings  of
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stockholders  shall be held at the home  office  of the  Corporation  or at such
other  place  within  or  without  the  State in which  the home  office  of the
Corporation is located as the board of directors may determine and as designated
in the notice of such meeting.

     SECTION 2. Annual Meeting. A meeting of the stockholders of the Corporation
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for the election of directors and for the  transaction  of any other business of
the  Corporation  shall be held  annually  at such date and time as the board of
directors may determine.

     SECTION 3. Special  Meetings.  Special meetings of the stockholders for any
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purpose or  purposes  may be called at any time by the  majority of the board of
directors or by a committee of the board of  directors  in  accordance  with the
provisions of the  Corporation's  Articles of Incorporation or a special meeting
may be called by the Secretary of the  Corporation  upon the written  request of
the  holders  of not  less  than  25% of all  votes  entitled  to be cast at the
meeting. Such written request shall state the purpose or purposes of the meeting
and the matters proposed to be acted on at the meeting and shall be delivered at
the home office of the Corporation  addressed to the chairman of the board,  the
president or the secretary. The secretary shall inform the stockholders who make
the request of the  reasonably  estimated cost of preparing and mailing a notice
of the meeting and upon payment of these costs to the Corporation, the secretary
shall then notify each stockholder entitled to notice of the meeting.

     SECTION  4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
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conducted in accordance  with the rules and procedures  established by the board
of directors.  The board of directors shall designate,  when present, either the
chairman of the board or president to preside at such meetings.

     SECTION 5. Notice of Meeting.  Written  notice  stating the place,  day and
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hour of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days nor more than ninety  days before the meeting to each  stockholder
of  record  entitled  to vote  at such  meeting  and to each  other  stockholder
entitled to notice of the meeting.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the stockholder
at his  address  as it  appears  on the stock  transfer  books or records of the
Corporation  as of the record date  prescribed  in Section 6 of this Article II,
with postage thereon  prepaid.  If a stockholder be present at a meeting,  or in
writing  waives  notice  thereof  before or after the meeting and such waiver is
filed with the  records of the  stockholders  meeting,  notice of the meeting to
such stockholder shall be unnecessary.  When any stockholders'  meeting,  either
annual or special, is adjourned for thirty days, notice of the adjourned meeting
shall be given as in the case of an original meeting.  It shall not be necessary
to give any notice of the time and place of any meeting  adjourned for less than
thirty days or of the business to be transacted at such adjourned meeting, other
than an announcement at the meeting at which such adjournment is taken.

     SECTION  6.  Fixing  of  Record  Date.   For  the  purpose  of  determining
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stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of
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directors  shall  fix in  advance  a date  as  the  record  date  for  any  such
determination  of  stockholders.  Such  date in any case  shall be not more than
ninety days,  and in case of a meeting of  stockholders,  not less than ten days
prior to the date on which the particular  action,  requiring such determination
of stockholders is to be taken. When a determination of stockholders entitled to
vote at any meeting of  stockholders  has been made as provided in this section,
such determination shall apply to any adjournment thereof.

     SECTION 7. Voting  Lists.  The officer or agent having  charge of the stock
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transfer  books for  shares of the  Corporation  shall  make,  at least ten days
before  each  meeting of  stockholders,  a complete  record of the  stockholders
entitled  to  vote at such  meeting  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
The record, for a period of ten days before such meeting,  shall be kept on file
at the principal office of the Corporation.

     SECTION 8. Quorum.  One-third of the outstanding  shares of the Corporation
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entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than one-third of the outstanding  shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  The stockholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

     SECTION 9. Proxies. At all meetings of stockholders, a stockholder may vote
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by proxy  executed  in  writing  by the  stockholder  or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

     SECTION 10.  Voting.  At each  election  for  directors  every  stockholder
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entitled to vote at such  election  shall be entitled to one vote for each share
of  stock  held  by  him.   Unless   otherwise   provided  in  the  Articles  of
Incorporation, by statute, or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a transaction or
matter.

     SECTION  11.  Voting  of Shares  in the Name of Two or More  Persons.  When
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ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which  these  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,  but
no votes shall be cast for such stock if a majority cannot agree.

     SECTION 12.  Voting of Shares by Certain  Holders.  Shares  standing in the
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name of another  corporation may be voted by any officer,  agent or proxy as the
bylaws of such corporation may provide, or, in the absence of such provision, as
the board of  directors of such  corporation  may  determine.  Shares held by an
administrator,  executor, guardian or conservator may be voted by him, either in
person or by proxy,  without a transfer  of such  shares  into his name.  Shares
standing  in the name of a trustee  may be voted by him,  either in person or by
proxy,  but no trustee  shall be  entitled  to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such  receiver,  and  shares  held by or under the  control of a
receiver may be voted by such  receiver  without the  transfer  thereof into his
name if authority to do so is contained in an appropriate  order of the court or
other public authority by which such receiver was appointed.

     A  stockholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been  transferred  into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither  treasury  shares of its own  stock  held by the  Corporation,  nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

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     SECTION  13.  Inspectors  of  Election.   In  advance  of  any  meeting  of
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stockholders,  the board of  directors  may  appoint  any  persons,  other  than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment  thereof.  The number of inspectors shall be either one or three. If
the  board  of  directors  so  appoints  either  one or three  inspectors,  that
appointment  shall not be altered at the meeting.  If inspectors of election are
not so  appointed,  the  chairman  of the board or the  president  may make such
appointment at the meeting.  In case any person  appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by  appointment  by
the board of  directors  in  advance  of the  meeting  or at the  meeting by the
chairman of the board or the president.

     Unless  otherwise   prescribed  by  applicable  law,  the  duties  of  such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

     SECTION 14.  Nominating  Committee.  The board of directors  shall act as a
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nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver  written  nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such nominations,  no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other  nominations by  stockholders  are
made in writing and delivered to the secretary of the  Corporation in accordance
with the provisions of the Corporation's Articles of Incorporation.

     Section  15. New  Business.  Any new  business to be taken up at the annual
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meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Articles of
Incorporation.  This provision shall not prevent the  consideration and approval
or  disapproval  at the annual  meeting of reports of  officers,  directors  and
committees,  but in connection  with such reports no new business shall be acted
upon at  such  annual  meeting  unless  stated  and  filed  as  provided  in the
Corporation's Articles of Incorporation.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1. General  Powers.  The  business  and affairs of the  Corporation
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shall be under the direction of its board of  directors.  The board of directors
shall  annually  elect a chairman  of the board and a  president  from among its
members and shall designate,  when present,  either the chairman of the board or
the president to preside at its meetings.

     SECTION 2. Number, Term and Election.  The board of directors shall consist
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of seven  members  and shall be divided  into three  classes as nearly  equal in
number as  possible.  The  members of each class  shall be elected for a term of
three years and until their  successors  are elected or qualified.  The board of
directors  shall  be  classified  in  accordance  with  the  provisions  of  the
Corporation's Articles of Incorporation.

     SECTION 3. Regular  Meetings.  A regular  meeting of the board of directors
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shall be held  without  other  notice than this Bylaw within two weeks after the
annual  meeting  of  stockholders.  The  board  of  directors  may  provide,  by
resolution,  the time and place for the holding of additional  regular  meetings
without other notice than such resolution.

     SECTION 4. Special Meetings. Special meetings of the board of directors may
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be called by or at the request of the chairman of the board or the president, or
a majority of the directors.  The persons authorized to call special meetings of
the board of  directors  may fix any place as the place for  holding any special
meeting of the board of directors called by such persons.

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     Members of the board of directors may  participate  in special  meetings by
means of conference telephone or similar  communications  equipment by which all
persons  participating  in the meeting can hear each other.  Such  participation
shall constitute presence in person.

     SECTION 5. Notice.  Written notice of any special meeting shall be given to
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each  director at least two days  previous  thereto  delivered  personally or by
telegram  or at least  seven  days  previous  thereto  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the United  States mail so addressed,
with  postage  thereon  prepaid  if mailed or when  delivered  to the  telegraph
company if sent by  telegram.  Any director may waive notice of any meeting by a
writing  filed with the  secretary.  The  attendance  of a director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business  to be  transacted  at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 6. Quorum. A majority of the number of directors fixed by Section 2
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of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting,  a majority of the directors  present may adjourn the meeting from
time to time.  Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 5 of this Article III.

     SECTION  7.  Manner of Acting.  The act of the  majority  of the  directors
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present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Articles of Incorporation, or the General Laws of the State of Maryland.

     SECTION 8. Action Without a Meeting. Any action required or permitted to be
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taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors and filed with the minutes of the proceedings of the board.

     SECTION 9.  Resignation.  Any  director may resign at any time by sending a
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written  notice  of such  resignation  to the  home  office  of the  Corporation
addressed  to the  chairman  of the  board or the  president.  Unless  otherwise
specified herein such resignation  shall take effect upon receipt thereof by the
chairman of the board or the president.

     SECTION 10.  Vacancies.  Any vacancy  occurring  in the board of  directors
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shall be filled in accordance with the provisions of the Corporation's  Articles
of Incorporation.  Any directorship to be filled by reason of an increase in the
number of directors may be filled by the  affirmative  vote of two-thirds of the
directors then in office.  The term of such director shall be in accordance with
the provisions of the Corporation's Articles of Incorporation.

     SECTION 11.  Removal of  Directors.  Any  director  or the entire  board of
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directors  may  be  removed  only  in  accordance  with  the  provisions  of the
Corporation's Articles of Incorporation.

     SECTION 12. Compensation.  Directors,  as such, may receive a stated salary
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for their services. By resolution of the board of directors,  a reasonable fixed
sum, and reasonable  expenses of  attendance,  if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special  committees may be allowed such  compensation  for
actual attendance at committee meetings as the board of directors may determine.
Nothing  herein shall be  construed  to preclude  any director  from serving the
Corporation in any other capacity and receiving remuneration therefor.

     SECTION 13.  Presumption of Assent.  A director of the  Corporation  who is
                  ---------------------
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent or  abstention  shall be entered in the  minutes of the  meeting or
unless he shall file his written  dissent to such action with the person  acting
as the secretary of the meeting before the adjournment  thereof or shall forward
such dissent by registered mail to the secretary of the Corporation  immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who votes in favor of such action.

     SECTION 14.  Advisory  Directors.  The board of directors may by resolution
                  -------------------
appoint  advisory  directors  to the  board,  who may also  serve  as  directors
emeriti,  and shall  have such  authority  and  receive  such  compensation  and

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<PAGE>

reimbursement  as the board of directors  shall provide.  Advisory  directors or
directors  emeriti  shall not have the authority to  participate  by vote in the
transaction of business.

     SECTION  15. Age  Limitation.  No person  (other  than a  director  who was
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seventy-two (72) or more years of age on the effective date of this Article III,
Section  15)  shall  be  eligible  for  election,  reelection,  appointment,  or
reappointment  to the board of directors if such person is  seventy-two  (72) or
more years of age. No director (other than a director who was  seventy-two  (72)
or more years of age on the  effective  date of this  Article  III,  Section 15)
shall serve beyond the annual meeting of the Corporation  immediately  following
his  attainment  of age  seventy-two  (72).  No person shall serve as a director
immediately  following the  attainment of age  seventy-five  (75). The foregoing
limitations  shall not apply to a person serving as an advisory  director of the
Corporation.

                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

     The board of directors may, by resolution passed by a majority of the whole
board,  designate one or more committees,  as they may determine to be necessary
or  appropriate  for the  conduct of the  business of the  Corporation,  and may
prescribe the duties,  constitution and procedures thereof. Each committee shall
consist of one or more directors of the Corporation. The board may designate one
or more  directors as alternate  members of any  committee,  who may replace any
absent or disqualified member at any meeting of the committee.

     The board of  directors  shall have  power,  by the  affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies  in, and to discharge any committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Corporation;  provided,  however,  that notice to the board, the chairman of the
board,  the chief  executive  officer,  the chairman of such  committee,  or the
secretary  shall  be  deemed  to  constitute  notice  to the  Corporation.  Such
resignation  shall take effect upon  receipt of such notice or at any later time
specified therein;  and, unless otherwise specified therein,  acceptance of such
resignation shall not be necessary to make it effective.  Any member of any such
committee  may be removed at any time,  either  with or  without  cause,  by the
affirmative  vote of a majority of the  authorized  number of  directors  at any
meeting of the board called for that purpose.

                                    ARTICLE V

                                    OFFICERS

     SECTION 1. Positions.  The officers of the Corporation shall be a chairman,
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a president, one or more vice presidents,  a secretary and a treasurer,  each of
whom shall be elected by the board of directors. The chairman shall be the chief
executive  officer,  unless the board of directors  designates another person as
the chief executive  officer.  The offices of the secretary and treasurer may be
held by the same person and a vice president may also be either the secretary or
the treasurer.  The board of directors may designate one or more vice presidents
as executive vice president or senior vice president. The board of directors may
also elect or authorize the  appointment  of such other officers as the business
of the  Corporation  may require.  The officers  shall have such  authority  and
perform such duties as the board of directors may from time to time authorize or
determine.  In the  absence of action by the board of  directors,  the  officers
shall  have such  powers  and duties as  generally  pertain to their  respective
offices.

     SECTION 2.  Election and Term of Office.  The  officers of the  Corporation
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shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after each annual meeting of the  shareholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

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<PAGE>

     SECTION 3. Removal. Any officer may be removed by vote of two-thirds of the
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board  of  directors  whenever,  in its  judgment,  the  best  interests  of the
Corporation  will be served  thereby,  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

     SECTION  4.   Vacancies.   A  vacancy  in  any  office  because  of  death,
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resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

     SECTION 5.  Remuneration.  The  remuneration of the officers shall be fixed
                 ------------
from time to time by the board of  directors  and no officer  shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the Corporation.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. Contracts. To the extent permitted by applicable law, and except
                ---------
as otherwise prescribed by the Corporation's  Articles of Incorporation or these
Bylaws with  respect to  certificates  for shares,  the board of  directors  may
authorize any officer,  employee,  or agent of the Corporation to enter into any
contract or execute and deliver any  instrument  in the name of and on behalf of
the  Corporation.  Such  authority  may  be  general  or  confined  to  specific
instances.

     SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation
                -----
and no evidence of indebtedness shall be issued in its name unless authorized by
the board of  directors.  Such  authority may be general or confined to specific
instances.

     SECTION 3. Checks,  Drafts, Etc. All checks, drafts or other orders for the
                --------------------
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by one or more officers,  employees or agents of
the  Corporation  in such  manner as shall  from time to time be  determined  by
resolution of the board of directors.

     SECTION 4. Deposits.  All funds of the Corporation  not otherwise  employed
                --------
shall be deposited from time to time to the credit of the  Corporation in any of
its duly authorized depositories as the board of directors may select.

                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. Certificates for Shares.  The shares of the Corporation shall be
                -----------------------
represented by certificates signed by the chairman or vice chairman of the board
of directors or by the president or a vice  president and by the treasurer or an
assistant  treasurer  or by  the  secretary  or an  assistant  secretary  of the
Corporation,  and may be sealed with the seal of the  Corporation or a facsimile
thereof.  Any or all of the signatures  upon a certificate  may be facsimiles if
the  certificate  is  countersigned  by a transfer  agent,  or  registered  by a
registrar,  other than the Corporation itself or an employee of the Corporation.
If any officer who has signed or whose facsimile  signature has been placed upon
such certificate  shall have ceased to be such officer before the certificate is
issued,  it may be issued by the Corporation  with the same effect as if he were
such officer at the date of its issue.

     SECTION 2. Form of Share Certificates. All certificates representing shares
                --------------------------
issued  by the  Corporation  shall  set  forth  upon the  face or back  that the
Corporation  will furnish to any  stockholder  upon request and without charge a
full  statement  of the  designations,  preferences,  limitations,  and relative
rights of the shares of each class  authorized to be issued,  the  variations in
the relative  rights and  preferences  between the shares of each such series so
far as the same have been fixed and  determined,  and the authority of the board
of  directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent series.

     Each  certificate  representing  shares shall state upon the face  thereof:
that the Corporation is organized  under the laws of the State of Maryland;  the
name of the person to whom issued;  the number and class of shares;  the date of
issue; the designation of the series, if any, which such certificate represents;
the par value of each share


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<PAGE>
represented by such certificate,  or a statement that the shares are without par
value.  Other  matters  in  regard  to the  form of the  certificates  shall  be
determined by the board of directors.

     SECTION 3.  Payment  for  Shares.  No  certificate  shall be issued for any
                 --------------------
shares until such share is fully paid.

     SECTION 4. Form of Payment for Shares.  The  consideration for the issuance
                --------------------------
of shares shall be paid in accordance  with the provisions of the  Corporation's
Articles of Incorporation.

     SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of the
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Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only by the  holder of record  thereof or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.

     SECTION 6. Stock Ledger.  The stock ledger of the Corporation  shall be the
                ------------
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
ledger,  the list  required  by  Section  7 of  Article  II or the  books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

     SECTION  7. Lost  Certificates.  The board of  directors  may  direct a new
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certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

     SECTION  8.  Beneficial  Owners.  The  Corporation  shall  be  entitled  to
                  ------------------
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                                  ARTICLE VIII

                            FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the Corporation shall end on the 31st day of December of
each year. The Corporation  shall be subject to an annual audit as of the end of
its fiscal year by independent public  accountants  appointed by and responsible
to the board of directors.

                                   ARTICLE IX

                                    DIVIDENDS

     Subject to the provisions of the Articles of  Incorporation  and applicable
law,  the board of  directors  may, at any regular or special  meeting,  declare
dividends on the Corporation's  outstanding capital stock. Dividends may be paid
in cash, in property or in the Corporation's own stock.

                                    ARTICLE X

                                 CORPORATE SEAL

     The corporate seal of the Corporation shall be in such form as the board of
directors shall prescribe.

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<PAGE>

                                   ARTICLE XI

                                   AMENDMENTS

     In  accordance  with the  Corporation's  Articles of  Incorporation,  these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation  only by vote of not less  than  80% of the  outstanding  shares  of
capital stock of the  Corporation  entitled to vote generally in the election of
directors  (considered  for this  purpose as one class) cast at a meeting of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
repeal,  alteration,  amendment or  rescission is included in the notice of such
meeting).  In  addition,  the board of  directors  may repeal,  alter,  amend or
rescind  these Bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.


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